General Terms of Sale

These general terms and conditions of sale (hereinafter referred to as “GTCS”) apply to all deliveries of its products that will be made by Technical Sealing System (TSS) Italy S.p.a., with address in Nichelino (Turin – Italy) Corso Vittime Del Lavoro 34, VAT n. 07956150721 (hereinafter “TSS” or, alternatively, the “Supplier”) to the customer (hereinafter “Customer”). These GTCS prevail over any general terms and conditions of purchase of the Customer and any provision prepared unilaterally by the Customer, whether included in the order or in any other document. Any waiver of the GTCS will only be valid if specifically approved in writing by TSS.

Art. 1. CONCLUSION OF THE CONTRACT
1.1. The supply contract between the Parties shall be deemed to have been concluded upon receipt by the Supplier of the written acceptance of the offer by the Customer or upon receipt by the Customer of the written acceptance of the order by the Supplier by sending an order confirmation or pro-forma invoice. Therefore, until the moment of acceptance, the order placed by the Customer will not be binding for the Supplier.
1.2. In the absence of express written acceptance of the order, the contractual obligation will arise at the time when the execution of the order by the Supplier begins.
1.3. Any deviation from the provisions of the confirmed or executed order or the accepted offer is effective only if approved in writing by both Parties.
1.4. The issuance of the order by the Customer or the acceptance by the latter of the offer made by the Supplier implies full, total and unconditional acceptance of these GTCS.

Art. 2. DELIVERIES AND COLLECTION OF PRODUCTS
2.1. The Supplier will deliver the ordered products according to the delivery deadline resulting from the confirmed order or the accepted offer, in accordance with the deadlines indicated therein. The delivery times indicated in the confirmed order or in the accepted offer may be modified by mutual agreement between the Parties but only by written document.
2.2. Unless otherwise agreed in the individual case, the Supplier shall be entitled to make partial deliveries.
2.3. The Supplier will do its best to comply with the agreed delivery terms, it being understood that the delivery terms indicated in the confirmed order or accepted offer, unless otherwise agreed in writing in each individual case, are merely indicative and non-binding and that the Supplier shall therefore not be liable for delays in deliveries. However, in the event that the Parties have expressly agreed in writing that the agreed delivery period is binding, the Customer shall be entitled to claim, if the delay in delivery exceeds 30 working days with respect to the agreed delivery date and such delay is due to reasons attributable to the Supplier, a penalty equal to 0.5% of the price of the delayed goods, for every full day of delay. In any case, the amount of compensation for late delivery may not exceed 1.5% of the price of the goods delivered late. The Supplier shall not be liable for any loss or damage of any kind, including loss or delay in production, suffered by the Customer as a result of such delays. Claims for delivery delays must be made in writing within ten (10) business days following the grace period of 30 business days from the expected date of receipt. Unless otherwise agreed in writing on a case-by-case basis, the Customer shall not be able to offset any amount due for the delay in delivery (only in the case of a binding delivery term) against the delivery fee, which must be paid in full by the Customer.
2.4. Without prejudice to the provisions of art. 2.3. above, the Supplier, in the event that it foresees a delay in delivery with respect to the deadline indicated in the confirmed order or in the accepted offer, must inform the Customer of the new expected date of delivery.
2.5. In addition, the Supplier shall have the right to cancel the confirmed order, without the right for the Customer to make claims of any kind, in the event that the Supplier is not in a position to execute the order for reasons attributable to the Customer. In this case, the Supplier will be entitled to withhold, by way of compensation for damages, what has already been paid by the Customer for the supply.
2.6. The Customer is obliged to collect the ordered products at the agreed place of delivery. In the event of a delay in the collection of the products, the Supplier shall be entitled to apply a penalty equal to 1% of the value of the supply for each day of delay, in addition to requiring the payment by the Customer of the storage costs and any other costs and expenses deriving from the failure to collect the products on time. This is without prejudice to the possibility of compensation for further damage.

Art. 3. PRODUCTS
3.1. The Supplier will deliver the products in the quantities indicated in the confirmed order or in the accepted offer.
3.2. The technical data, information, characteristics and other data relating to the Products appearing on the website and/or contained in the Seller’s documentation (by way of example but not limited to brochures, catalogues, prospectuses, drawings, illustrations, etc.), as well as the characteristics of the samples and models sent by the Seller to the Buyer, are merely indicative.
3.3. By placing an Order or accepting the Proposal, the Customer acknowledges to have carefully examined the technical, functional and aesthetic characteristics of the Products and considers them suitable. The Supplier shall be entitled to payment of the quantity delivered.
3.4. The Supplier reserves the right to make any changes to the Products which, without altering the essential characteristics of the Products, may be necessary and/or appropriate, without this entailing an obligation to notify the Customer.
3.5. Any documentation or technical drawing that allows the manufacture of the Products, or parts thereof, entrusted to the Customer remains the exclusive property of the Supplier and may not be used and/or duplicated and/or reproduced and/or transmitted to Third Parties.
3.6. The Supplier remains the exclusive owner of all intellectual or industrial property rights relating to the Products.
3.7. The Customer undertakes to keep confidential and not to disclose to third parties any information and/or technical data relating to the Products, and/or these GTCS and/or sales contracts. The Customer is required to use the Supplier’s trademarks or other distinctive signs for the sole purpose of identifying and advertising the Products.
3.8. The Supplier undertakes to supply the Customer with spare parts for aftermarket activities for a period of 15 years, except for the procurement of the materials involved in the series, which may change over time, and at prices and minimum orders different from those of series production.

Art. 4. TRANSFER OF OWNERSHIP AND RISKS
4.1. The risks relating to the products supplied will pass to the Customer in accordance with the chosen delivery term. In the event of damage or loss of the products during transit, the Customer must take responsibility for managing the problem with the carrier appointed by the same.
Ownership of the products will pass to the Customer upon payment of the relevant price. Therefore, in the event of a delay in the payment of the supply by the Customer, the Supplier may request the return of the supplied products at the Customer’s expense.

Art. 5. PACKAGING – STORAGE AND USE OF PRODUCTS
5.1. The Supplier will supply the products ordered by the Customer in packaging suitable for the nature of the products themselves and such as to protect them against the risk of dispersion, contamination, etc.
5.2. The Customer shall comply with the indications and instructions that may be provided by the Supplier, independently or at the request of the Customer, for the correct storage and use of the products supplied and shall be solely responsible for any damage suffered by the products due to the failure of the Customer to comply with the aforementioned instructions or indications, where provided.

Art. 6. PRODUCT QUALITY & WARRANTY
6.1. The Supplier guarantees that the products supplied will be free from faults and defects and comply with the provisions of the confirmed order or accepted offer and the technical specifications provided by the Supplier. Any other warranty, contractual or statutory,
GENERAL TERMS AND CONDITIONS OF SALE TSS ITALY S.p.a.
express or implied, including the guarantee of the suitability of the products for intended use, is expressly excluded.
6.2. The Customer, upon receipt of the supply, is required to inspect the products received and must notify the Supplier in writing, within 8 days of receipt of the products or, in the case of hidden defects, within 30 days of receipt, of any defects or discrepancies in the products, accompanying their complaint with documentation certifying the aforementioned defects or discrepancies. Failure to object within the above term by the Customer will constitute definitive acceptance of the products supplied. In any case, before introducing the products into its production process, the Customer is required to carry out all the necessary checks and controls of the products themselves. Therefore, no dispute about the quality of the products is allowed, even if made within the term respectively indicated above, once the products themselves have been placed in the Customer’s production process.
6.3. The Supplier, if it receives a timely and documented complaint pursuant to art. 6.2. above, shall have the right to verify the existence of the defects or discrepancies complained of and, if it ascertains that the dispute is well-founded, it shall, at its sole discretion:
a) replace defective or non-conforming products at its own expense or b) reimburse the Customer for any price already paid for defective or non-compliant products.
In the event that the Supplier adopts any of the remedies referred to in letters a) or b) above, the Customer shall not be entitled to make any other claim against the Supplier, for any reason whatsoever.

Art. 7. LIMITATION OF LIABILITY
7.1. Without prejudice to the provisions of art. 3.4. and 6.3. The Supplier’s liability for damages and negative consequences resulting from any incorrect performance of its obligations is limited, except in the case of wilful misconduct or gross negligence, to an amount equal to the value of the supply in respect of which the breach or incorrect performance occurred. Any liability of the Supplier for indirect or consequential damages is expressly excluded.
7.2 Defects that may occur due to:
• transport;
• improper and/or non-compliant use of the Product or in a negligent, reckless or imperious manner, including during transport;
• inadequate storage and/or maintenance of the Product, including transport;
• modifications or repairs of any kind carried out on the Products without the written consent of the Supplier;
• normal wear and tear and deterioration of the Products resulting from their use;
The following are also excluded from the warranty:
• shipping costs for the replacement of defective Products;
• direct and/or indirect and/or consequential damages resulting to the Customer and/or third parties, resulting from defective Products.
7.3. The Customer is also required to indemnify and hold harmless the Supplier from any and all third-party claims related to the sale, by the Customer, of finished products incorporating the products supplied by the Supplier.

Art. 8. PRICE OF THE SUPPLY – PAYMENT
8.1. The Customer is obliged to pay the price of the supply communicated by the Supplier and/or resulting from the confirmed order or accepted offer.
8.2. The Supplier reserves the right to revise its price lists in the event of significant increases in one or more of the main cost items of the products (raw materials, energy costs, etc.), in which case it will notify the Customer. In the event of an ongoing supply relationship, the Supplier shall have the right to terminate the contract if the Customer does not accept the revision of prices, without the latter having the right to any claim, for any reason, for the early termination of the contract.
8.3. The Supplier also reserves the right to review the payment methods and timing applied to the Customer in the event of a negative change in the latter’s economic and financial situation.
8.4. The Customer shall pay for the supply in the manner and within the terms established in the confirmed order or in the accepted offer, which will be reported on the invoice. The Customer will not be entitled to suspend payment even in the event of pending disputes.
8.5. In the event of delay in payment for the supply, the Supplier shall be entitled to default interest at the ECB rate plus 8 percentage points. However, if the delay is more than 7 days from the deadline, the Supplier shall have the right to terminate the supply contract with immediate effect, in addition to the right to compensation for damages.
8.6. In addition, in the event of late payment by the Customer, the Supplier may request a court order to obtain the return of the unpaid products, shall have the right to suspend the execution of any orders in progress until the balance of the previous one, may refuse new subsequent orders from the Customer and/or demand advance payment for current or future orders, without the Customer being able to make claims for any reason whatsoever.

Art. 9. TERMINATION OF THE SUPPLY CONTRACT
9.1. In addition to the cases of early termination provided for in the various clauses of these GTCS, the Supplier shall have the right to terminate the supply contract with the Customer, whether specific or continuous, with immediate effect and without the right for the Customer to make claims for any reason or title against the Supplier, in the event that:
a) the Customer assigns or attempts to assign the contract to a third party without the prior written consent of the Supplier;
b) there is a change in the Customer’s ownership or control;
c) the Customer is declared to be in voluntary liquidation;
d) the Customer is subject to insolvency proceedings, is placed in voluntary liquidation or resorts to judicial or extrajudicial tools for the management of the business crisis.
9.2. In the event of immediate termination of the supply contract under these GTCS, the termination effect will be produced upon receipt by the Customer of the Supplier’s notice of termination of the contract with an indication of the reason for the termination.

Art. 10. FORCE MAJEURE
Each of the Parties shall not be liable for the failure or punctual performance of any of its obligations resulting from force majeure and therefore from an event that cannot be foreseen or, if foreseen, cannot be avoided.
Force majeure does not apply to the obligation to pay.

Art. 11. ASSIGNMENT OF THE SUPPLY CONTRACT
11.1. The Customer may not transfer the supply contract to a third party without the prior written consent of the Supplier.
11.2. Likewise, the Supplier may not assign the contract to a third party without the prior written consent of the Customer, while it shall have the full right to assign the contract to one of its affiliates, by giving written notice to the Customer.

Art. 12. COMMUNICATIONS
12.1. Official communications addressed to the Supplier must be sent by certified e-mail to the following address: tss-italy@pec.it or by registered mail/courier to the following address: Corso Vittime Del Lavoro 34, Nichelino (Turin – Italy).
Communications relating to the operational management of orders must be sent by e-mail, to the address indicated by the Supplier.

Art. 13. PROCESSING OF PERSONAL DATA
13.1. The personal contact data, exchanged or acquired mutually by the Parties during the stipulation and execution of the supply relationship (hereinafter the “Contact Information”), must be processed by them in full compliance with the principles and rules contained in the European Regulation 679/2016 (“GDPR”) and the regulations in force.
The Parties guarantee that the Contact Information will be processed using manual, computerized and telematic tools, exclusively for the purposes related to the fulfillment of the obligations provided for by law and related to the creation and management of the supply relationship and, in any case, in such a way as to guarantee the confidentiality of the same.
As far as the Supplier is concerned, the Customer’s Contact Information will be processed in Italy and/or Europe, and may be communicated to consultants or persons authorised to process the data.
The Contact Information may be communicated to any parties who provide the Supplier with services or services instrumental to the purposes indicated above, such as, but not limited to, parent companies, subsidiaries, subsidiaries and/or affiliates of the Supplier, subjects, bodies and/or companies that manage and/or participate in the management and/or maintenance of the electronic and/or telematic tools used, who, if external Data Processors, are required to guarantee the same level of protection of the Contact Information provided for by this provision. The data will not be further communicated or disseminated to third parties except in the cases indicated above.
The Customer may exercise the rights referred to in articles 15, 16, 17, 18, 20, 21 of the GDPR.
Requests relating to the exercise of rights may be forwarded, in the case of requests to TSS, by sending an e-mail to the address: _________________.
TSS, as Data Controller, has appointed a Data Protection Officer (DPO) pursuant to
of Article 37 of the GDPR who can be contacted, for issues related to the processing of Data, at the following address: _____________.

Art. 14. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
The Supplier is and remains the exclusive owner of the know-how relating to its products and their respective production and application processes, as well as the trademarks, logos and brands used in the marketing of the products.
The communication of information, technologies or know-how by the Supplier to the Customer does not in any case imply transfer or licence to use them, and therefore no rights are generated in favour of the Customer. Any inventions, improvements or developments in industrial or intellectual property achieved or developed as a result of the commercial relationship between the parties shall also remain the property of the Supplier.
The samples of the products and any information, in any form transmitted or acquired, concerning the products and the commercial relationship between the parties (including the terms and conditions of supply) constitute confidential material and must not be disclosed to third parties, except as strictly necessary to allow the Customer to comply with its legal obligations.
The Customer shall ensure that its employees and the personnel under its responsibility comply with the obligation of confidentiality set out in this clause. In the event of non-compliance with the aforementioned confidentiality obligations, the Customer shall be liable under criminal and civil law for all contractual or non-contractual damages that such non-compliance may cause to the Provider or third parties.
This duty of confidentiality or secrecy will remain in effect until all confidential information becomes public knowledge due to
other than a breach of this Agreement. In any event, even if the Customer considers that such confidential technologies, information and know-how have been made public, this obligation of confidentiality shall continue unless the information is accessible to the public through official sources or channels or unless the Provider declares in writing that the information has become public.

Art. 15. APPLICABLE LAW AND JURISDICTION
15.1. The GTCS and all supply contracts that will be entered into between the Supplier and the Customer shall be governed by Italian law. The Vienna Convention on the International Sale of Goods also applies, insofar as it is compatible.
15.2. Any dispute relating to the interpretation, fulfilment and execution of the GTC and/or any supply contract between the Supplier and the Customer shall be subject to the exclusive jurisdiction of the Court of Turin.

Art. 16. GENERAL PROVISIONS
16.1. In the event that one or more provisions of the GTCS are or are declared invalid, the remaining provisions shall remain in full force.
16.2. The delay or failure of the Supplier to exercise any right or option deriving from the GTCS and/or the individual supply contract with the Customer does not constitute a waiver of this right or faculty. Likewise, the partial exercise of such right or faculty shall not affect any further or subsequent exercise thereof or the exercise of any other right or faculty arising from this Agreement.

Art. 17. COMPLIANCE WITH LAWS, EXPORT/IMPORT CONTROLS, AND BUSINESS ETHICS
The Customer shall comply with and ensure that all of its officers, employees, agents or contractors comply with all laws, rules and regulations applicable to the business relationship established between the Parties, including, but not limited to, all regulations relating to the control of exports of products, as well as regulations relating to human rights, trafficking in human beings, child labour and slavery, compliance with international labour standards, environmental protection and sustainable development.
The Customer must respect and ensure that all its officers, employees, agents or collaborators comply with the principles of the Code of Ethics provided by the Supplier, available on the https://www.technicalsealingsystem.com/ website and must implement all necessary measures to avoid conduct contrary to the aforementioned Code of Ethics.

Pursuant to art. 1341 and 1342 of the Italian Civil Code, the Customer specifically approves in writing the following clauses:
1.3.- 1.4. (Conclusion of the contract);
2.3.- 2.5.- 2.6. (Delivery and collection of products);
3.4.- 3.5. (Products);
4.1. (Transfer of ownership and risks);
5.2. (Packaging – storage and use of products)
6 (Product Quality and Warranty);
7 (Limitation of Liability);
8.2.- 8.3.- 8.4.- 8.5.- 8.6. (Price of the supply-payment);
9.1. (Termination of the supply contract);
10 (Force Majeure);
11.1. (Assignment of the supply contract);
13 (Processing of personal data);
14 (Intellectual Property and Confidentiality);
15 (Applicable law and jurisdiction);
16 (General Provisions).